Terms of Sales

1. Identity of the seller: For the application of these general conditions, in the context of any sale, the term "seller" refers to the company TESLA-gaussmeter, ECOM-Industrie group, which provides the buyer with confirmation of the order as well as the invoice for the products ordered or the services requested, it being understood that the seller may, from time to time, provide technical advice to the buyer, at the request of the buyer.

2. Content and interpretation of the contract: All orders, order confirmations, sales contracts, services and, where applicable, all price offers and quotations are subject to these general conditions. No addition, modification or waiver made by Buyer to these Seller Terms and Conditions shall be considered contractually valid without Seller's prior, express, written acceptance. Unless the seller has accepted, expressly and in writing, the general or special conditions of the buyer, the latter are explicitly excluded. The catalogs and/or price lists sent by TESLA-gaussmeter.fr, ECOM-Industry group, are only intended to inform, and do not constitute an offer, unless expressly stated otherwise in writing by the seller.

3. Formation of Contract: The contract is formed by Seller's acceptance of Buyer's order, or, as the case may be, the service requested by Buyer, or by Seller's performance of order or service. The parties agree that this acceptance by the seller can be validly communicated electronically. The order will include a precise description of the product or the products and quantities ordered as well as the prices of these products. A negotiation of the general conditions is only possible before the purchaser's order is accepted by the seller and may lead to a modification of any price which would have been communicated previously to the purchaser.

4. Delivery: Unless expressly agreed otherwise in writing by the seller, the products are sold in mainland France “Delivered at the Place of Destination” designated in the order confirmation (Incoterms® 2010 “DAP”). Outside mainland France, the products are sold "Ex Works", unless there is a prior written agreement between the parties. Unless expressly agreed otherwise in writing by the seller, any delivery time specified is indicative and does not constitute a contractual obligation. Non-compliance with an indicative delivery time does not entail any late payment penalty and does not entitle you to claim loss or damage, unless such non-compliance is the result of willful misconduct and fault. gross negligence on the part of the seller. If the delivery time is expressly accepted in writing by the seller, such delivery time will be stipulated without prejudice to force majeure which authorizes the seller, as of right, to suspend deliveries, without any compensation, of any nature whatsoever. it is or is due to the buyer. Upon arrival of the products at the place of delivery, the buyer will make available at the time of delivery (which the seller will have previously indicated and notified to the buyer with reasonable notice) unloading equipment and will promptly unload the products . Any assistance offered by the seller or its subcontractors in connection with the unloading of the products is carried out exclusively at the buyer's risk. If the buyer fails to take delivery promptly, the seller is authorized to recover all the resulting costs and expenses and may either cancel all or part of the sale, or place the products on deposit with a third party of his choice. In the event of EXW delivery, any assistance offered by the seller or its subcontractors in connection with any loading is carried out exclusively at the buyer's risk. If the seller delivers to the buyer products in a quantity lower than the quantity ordered by the buyer, the buyer cannot reject the products on the grounds that they are of insufficient quantity. Seller will deliver shortfalls as soon as possible upon Buyer's written notification of the shortfall. Upon delivery of the products, the buyer is fully and exclusively responsible for the products, including, without limitation, with regard to compliance with the standards imposed by laws on the protection of the environment, on packaging and on the packaging. Where pallets and racks are Seller's property and need to be returned, these shall be returned to Seller. Any reuse of this equipment is prohibited and is therefore carried out solely at the risk of the purchaser.

5. Approval and receipt of the products: Approval and/or receipt of the products is presumed to be unconditional if no written complaint is sent to the seller within 48 hours of delivery and confirmed by registered letter within five working days from date of delivery. Latent defects must be immediately notified to the seller upon discovery, by registered letter, to its head office. The buyer will no longer be entitled to claim anything for the defect in question in the event of non-compliance with the provisions of this article 5 or the provisions relating to apparent/hidden defects.

6. Guarantee – Standards and liability actions: The seller guarantees to the buyer the conformity of the products with the product standards and the industrial standards, as approved or defined by the European Committee for Standardization. All clauses, conditions and guarantees, other than those expressly provided for in these general conditions and in the seller's special conditions of sale (the "contract") or in any other specific written guarantee issued by the seller or agreed expressly and in writing with the seller, are excluded. The seller reserves the right to modify the characteristics and presentation of its products and to end the production of any product at any time. Product samples are provided for informational purposes only and do not imply any commitment on the part of the seller, unless, expressly and in writing, the seller agrees to the contrary. The optical, dimensional or other physical properties as well as the color of the products are subject to the manufacturing specifications, tolerances and/or standards of the seller, the details of which are available on request. The color of the products may reasonably differ and vary from one production campaign to another. The color of the products should be examined by the buyer outdoors and before installation. Any liability of the seller is excluded in the event of implementation, whatever it may be, use, manipulation or modification of the products by the buyer or by a third party, with the exception of complaints relating to hidden defects. which could not have been discovered before the events mentioned above. Buyer is responsible for the proper implementation, use, storage, transportation, handling or modification of the products as specified or referred to in current technical notices relating to the products (such as TS, Installation Guide, etc.), recognized industry standards and/or best practices. It is the buyer's responsibility to request the most recent edition of the manuals and the opinion of the seller when he plans to use the product in a way that differs from that recommended by the seller. Insofar as the duration of use of a product depends, to a large extent, on the conditions of use and maintenance of the product, the seller does not guarantee the duration of use possibly mentioned in the technical notices, unless the seller agrees otherwise, expressly and in writing. It is the buyer's responsibility to inform users who are not parties to the contract or resellers of the conditions of use and installation of the products and to provide them with the instructions and all the necessary information. The seller is not responsible for hidden or apparent defects that result from non-compliance with the recommendations and guidelines set out in the seller's current technical notices, recognized industry standards and best practices. The buyer is presumed to be informed of accepted industry standards and of any recommendations or guidelines of the seller and is presumed to have passed this information on to his own customers. Except in the event of death or bodily injury resulting from the seller's fault or fraud, the seller's liability shall, in any event, be limited to the delivery of replacement products, free of charge, and without any other compensation, at unless otherwise agreed by the seller or guaranteed by the latter, expressly and in writing, or unless the damage is the result of willful misconduct or gross negligence on the part of the from the seller. The seller is not liable to the buyer for any other damages or losses, direct or indirect or incidental (whether loss of income or otherwise), which would result from the supply of the products , their use or their resale by the buyer. At the buyer's request, the seller undertakes to do everything possible to provide the buyer with specific advice. To the extent permitted by applicable law, all liability of the seller is excluded for any costs and/or damages arising from or in connection with the content of such advice, unless the damage is the result of willful misconduct or gross negligence on the part of the seller.

7. Retention of title: The delivered products remain the exclusive and inalienable property of the seller until full and unconditional payment of the price and incidental costs. Until full payment, the seller retains the right to recover the products at the expense of the buyer, regardless of who holds them. From the moment of delivery, the buyer must ensure that the products remain easily identifiable until full and unconditional payment of the price. The buyer bears all risks, including without limitation, in the event of total or partial loss or deterioration of the products. The buyer agrees not to transfer ownership of the products to a third party before full and unconditional payment of the price. If the validity of this retention of title clause is subject to legal formalities in the buyer's country or to special preconditions, the buyer will inform the seller and comply with these conditions.

8. Price and Payment: It is understood that prices do not include duties or taxes of any kind. Unless otherwise agreed in writing by the seller, invoices are payable before delivery of the products to an account designated by the seller, it being understood that all duties, taxes and bank or exchange charges, of whatever nature, are borne by the seller. 'Buyer. Any discount is calculated on the price, excluding all taxes. When using SEPA Direct Debit B2B, the seller and the buyer agree on a pre-notification of at least one day. Invoices and credit or debit notes are issued electronically. The seller may request payment by accepted bill of exchange, all collection costs being borne by the buyer. No discount for cash payment will be applied until an invoice not paid when due has not been paid in full together with all costs and interest relating thereto. In default of payment when due and without prejudice to any other rights of the seller, including, but not limited to, the right to claim additional compensation for the actual damage caused to the seller, the buyer will have to pay a lump sum corresponding to fifteen percent of the amount due, in order to cover, but not be limited to, administrative costs, pre-litigation costs and collection costs resulting from the buyer's late payment. In addition, ipso jure and without prior formal notice, the buyer will be liable and will have to pay interest for late payment at the rate set by the European Central Bank plus seven percent (European directive 2000/35/EC) or the rate more high required in writing before the sale, any month started being counted in full. The date on which the amount is due is always calculated from the invoice date.

The buyer further agrees that in the event of payment not being made, the seller may suspend or cancel the sale and/or any other order in progress (including confirmed orders), such suspension or cancellation not giving rise to any claim for compensation or damages from the buyer, without prejudice to any compensation or damages from the seller for the damage suffered as a result of such suspension or cancellation.

The absence of payment of an invoice for a delivery when it is due, even in part, leads to the immediate and automatic payment of all amounts owed by the buyer to the seller, in any capacity whatsoever. In the event of payment not being made or any other event that may compromise payments, the seller will have the right to communicate the buyer's details to the seller's credit insurance company and to practice compensation ("set-off"). ) between the amount owed by the seller to the buyer and any other amount, whatever its origin, owed by the buyer to the seller. The seller reserves the right to refuse orders from the buyer if the buyer is in a difficult financial situation, according to the classification of the credit insurance company of the seller or, even in the case of prepayment, if the the buyer has previously paid amounts due late and/or has not fulfilled his obligation to pay in full (which covers the payment of the principal amount, late payment interest for late payment, compensation for recovery costs or of the fifteen percent lump sum mentioned above) or if it is likely that the buyer is likely to default or go bankrupt.

9. Termination or suspension of the contract Without prejudice to any existing rights or which may exist, the seller may choose between: (i) requiring payment in advance of any past, current and/or future delivery, or (ii ) require the provision of guarantees that are sufficient to ensure the proper performance of the buyer's obligations, and/or (iii) suspend performance or (iv) terminate all or part of the contract and/or all other contracts, without prior notification:  If the buyer fails to pay within the stipulated time;  If the buyer is in default of performing one of its contractual obligations, other than an ancillary obligation;  In the event of insolvency, bankruptcy, liquidation proceedings, transfer of registered office or acquisition of activity, transfer of a business or part of a business, cessation of payment or deterioration of the buyer's credit and in cases of similar events;  In the event of seizure, placement of seals on the goods of the buyer and in the event of similar events; or  If the amount not yet paid (with or without delay) exceeds the buyer's credit limit (as communicated to the buyer).

10. Force Majeure: Where the performance of any contract or obligation is prevented by force majeure, the seller or the buyer, as the case may be, will be excused, provided that the affected party implements as quickly as possible reasonable efforts to overcome or remedy its inability to perform and resume performance without delay when such cause has disappeared. Force majeure means any event which is beyond the reasonable control of the affected party and includes, without limiting the foregoing: strikes (including strikes by suppliers or subcontractors), any other industrial action, a fire, accident, embargo, inability to obtain materials from usual source of supply (unless such inability is due to seller's negligence), problems with production equipment (other than unless these problems are due to lack of maintenance), war or civil war, earthquake, extreme weather conditions, flooding, new laws or regulations.

11. Obligation of confidentiality The purchaser undertakes not to disclose to third parties (with the exception of its own commercial representatives and/or agents) the existence, content and conditions relating to the sales contracts with the seller already finalized or to be finalized and he also undertakes to use the information and data acquired for the sole purpose of finalizing these contracts, unless he has obtained, expressly and in writing, the prior consent of the seller to use this information and data for other specified purposes. The aforementioned obligation concerns all scientific and technical information relating to the products sold under these general conditions, as well as commercial and financial information, regardless of the form in which such information is provided. Only information that is in the public domain at the time of its disclosure is excluded from this obligation of confidentiality. Buyer shall be liable to Seller for any breach by it or its sales representatives or agents of the confidentiality obligation and other terms contained in these terms and conditions.

12. Applicable law and competent jurisdiction The contract is governed by the law of the jurisdiction in which the registered office of the seller is located. The United Nations Convention on Contracts for the International Sale of Goods (1980) is not applicable to these General Conditions of Sale or to sales contracts concluded on the basis of these Conditions. In the event of a dispute, except in an emergency, the buyer and the seller will endeavor to seek an amicable solution before submitting their dispute to the court. Subject to mandatory legislation, the court of the jurisdiction in which the seller's registered office is located will have exclusive jurisdiction to settle any dispute unless the buyer is established in a country other than the seller's country, in which case the seller will have the right to seize the court of the registered office of the purchaser.